大股东控制、投资者保护与公司治理

本文旨在提供一个对大股东控制下的公司治理实践差异的理论解释。在缺乏有效保护中小股东利益的外部法律,并且存在政府对证券市场发展托市行为的基础上,较低的公司治理绩效和证券市场的表面繁荣可以共存。公司治理模式选择的方向不在于公司股权的分散化,而在于政府改变对证券市场发展的特殊偏好。     

Comply or Explain: Investor Protection Through the Italian Corporate Governance Code

Nearly 86% of listed Italian companies now claim to be in formal compliance with the provisions of the Italian Corporate Governance Code, which, like many codes in EU countries, give companies the option to either comply or explain their decision not to do so. But in the wake of the recent financial crisis, the effectiveness of such self‐regulatory corporate governance codes has been subjected to increasing skepticism. In particular, critics wonder whether such governance codes actually encourage the adoption of best practices and promote better governance. This article presents a governance indicator (CoRe) devised by the authors that attempts to assess the actual, or effective, levels of compliance with the Italian Corporate Governance Code in terms of listed companies' procedures for dealing with related party transactions (RPTs). The authors report that the companies' level of effective compliance with regard to RPTs is considerably lower than their publicly reported levels of formal compliance. The authors also report that higher levels of effective compliance tend to be found in companies where (1) minority shareholders have appointed one or more directors; (2) independent directors serve on important committees; and (3) there are significant holdings by institutional investors—particularly foreign investors—who participate in general shareholder meetings.     

Firm Competition and CEO Turnover: Evidence from US Railroad Deregulation

In this article, I examine how changes in the competitive environment of firms affect matches between chief executive officers (CEOs) and firms. I exploit the 1980 Staggers Rail Act, which drastically deregulated the freight railroad industry, as a source of arguably exogenous variation in the operating environment. Using hand‐collected data, I obtain three main findings: first, CEO turnover rates increase; second, relative to utility firms, railroad CEOs have more business education and show broader work experience after deregulation; and third, firm performance leads to CEO turnover only during the regulated period.     

Overconfidence,CEO Selection,and Corporate Governance

We develop a model that shows that an overconfident manager, who sometimes makes value‐destroying investments, has a higher likelihood than a rational manager of being deliberately promoted to CEO under value‐maximizing corporate governance. Moreover, a risk‐averse CEO's overconfidence enhances firm value up to a point, but the effect is nonmonotonic and differs from that of lower risk aversion. Overconfident CEOs also underinvest in information production. The board fires both excessively diffident and excessively overconfident CEOs. Finally, Sarbanes‐Oxley is predicted to improve the precision of information provided to investors, but to reduce project investment.     

代理问题、投资者保护与公司价值——来自我国上市公司的经验证据

本文以2002～2004年2238家上市公司为样本，按照最终控制人性质，将样本公司分为国有和民营金字塔控制两种主要类别，研究了代理问题在哪些公司较为严重，法律对于投资者保护是否能起到有效的治理作用。研究结果表明，国有和民营上市公司价值并无显著差异；随着政府层级的提升，国有控制公司价值提高；民营金字塔控制公司最终控制人所有权与控制权的分离对公司价值有负向作用；法治水平高的地区，其所属公司价值较高；海外上市提高了民营公司价值，但对国有公司的作用不显著；证券监管机构发挥的作用尚存不足。     

Labor and Corporate Governance: International Evidence from Restructuring Decisions

Our results highlight the importance of interaction among management, labor, and investors in shaping corporate governance. We find that strong union laws protect not only workers but also underperforming managers. Weak investor protection combined with strong union laws are conducive to worker–management alliances, wherein poorly performing firms sell assets to prevent large-scale layoffs, garnering worker support to retain management. Asset sales in weak investor protection countries lead to further deteriorating performance, whereas in strong investor protection countries they improve performance and lead to more layoffs. Strong union laws are less effective in preventing layoffs when financial leverage is high.     

The Effects of Succession Choice Surrounding CEO Turnover Announcements: Evidence from Marathon Successions

This study examines marathon successions, which I define as top executive searches that are extended past the formal departure notice of the incumbent chief executive officer (CEO). Marathons should be used when search costs are high and when little time passes from when the incumbent steps down to when they leave the firm. Consistent with these predictions, marathons primarily follow surprise departures and forced turnovers. Marathons are also likely for firms operating in heterogeneous industries that face early tenure incumbent departures. These findings shed light on an increasingly prevalent form of succession and provide insight into the rationale and implications behind the announcement.     

The Value of Investor Protection: Firm Evidence from Cross-Border Mergers

International law prescribes that in a cross-border acquisitionof 100% of the target shares, the target firm becomes a nationalof the country of the acquiror, and consequently subject toits corporate governance system. Therefore, cross-border mergersprovide a natural experiment to analyze the effects of changesin corporate governance on firm value. We construct measuresof the change in investor protection in a sample of 506 acquisitionsfrom 39 countries. We find that the better the shareholder protectionand accounting standards in the acquiror's country, the higherthe merger premium in cross-border mergers relative to matchingdomestic acquisitions.     

资本结构对公司治理机制的影响：来自管理报酬的证据

财务杠杆能够强化管理报酬的业绩敏感度,并优化管理报酬的激励结构。公司债务所生成的约束机制有助于改善公司治理机制,促进管理效率,减少自由现金流的代理成本,并最终实现公司价值的提升。财务杠杆对公司价值有积极效应。     

董事高管责任保险、公司治理与企业创新——基于A股上市公司的经验证据

作为重要的公司治理机制,董事高管责任保险由于直接影响管理层的激励约束和风险偏好,因而与企业创新存在理论上的关联,但是否具有事实上的因果关系,却并未得到充分的实证研究。本文以2003—2016年沪深A股上市公司为初始样本,基于PSM的研究设计,实证发现董事高管责任保险的引入,显著提高了企业的创新产出和创新效率,从而符合激励效应假说。Heckman两阶段法等一系列检验结果也表明了该结论的稳健性。机制分析表明,董事高管责任保险的引入,主要是通过风险承担渠道和管理效率渠道来影响企业创新。在考虑了制度环境的调节效应后,进一步的研究发现,当投资者保护程度较高、公司面临被诉风险较大时,董事高管责任保险的激励效果和对企业创新的促进作用更加显著。本研究提供了保险合约通过公司治理渠道影响企业创新的证据,表明董事高管责任保险在中国资本市场中仍然是一种较为有效的公司治理机制。     

Corporate Governance and the Cost of Capital: Evidence from Australian Companies

The authors examine a sample of large Australian companies over a 10‐year period with the aim of analyzing the role that firm‐level corporate governance mechanisms such as insider ownership and independent boards play in explaining a company's cost of capital. The Australian corporate system offers a unique environment for assessing the impact of corporate governance mechanisms. Australian companies have board structures and mechanisms that are similar in design to Anglo‐Saxon boards while offering a striking contrast to those of German and Japanese boards. At the same time, however, the Australian market for corporate control is much less active as a corrective mechanism against management entrenchment than its U.S. and U.K. counterparts, making the role of internal governance mechanisms potentially more important in Australia than elsewhere. The authors report that greater insider ownership, the presence of institutional blockholders, and independent boards are all associated with reductions in the perceived risk of a firm, thereby leading investors to demand lower rates of return on capital. In so doing, the study provides evidence of the important role of corporate governance in increasing corporate values.     

The Corporate Governance Role of the Media: Evidence from Russia

We study the effect of media coverage on corporate governance by focusing on Russia in the period 1999 to 2002. We find that an investment fund's lobbying increases coverage of corporate governance violations in the Anglo-American press. We also find that coverage in the Anglo-American press increases the probability that a corporate governance violation is reversed. This effect is present even when we instrument coverage with an exogenous determinant, the fund's portfolio composition at the beginning of the period. The fund's strategy seems to work in part by impacting Russian companies' reputation abroad and in part by forcing regulators into action.     

Board Independence and CEO Turnover

This paper analyzes how board independence affects the CEO's ability to extract rents from the firm. The CEO is assumed to possess private information about his ability, which the board needs in order to decide whether to replace him. If the board is more active in removing low quality CEOs, the incumbent is better able to use his information advantage to extract rents. Since the board cannot commit not to renegotiate the contract, a board that is fully independent from the CEO is more active than is efficient ex ante. For this reason, shareholders are better off if the board of directors lacks some independence. The model predicts that a trend toward greater board independence is associated with subsequent trends toward higher CEO turnover, more generous severance packages, and larger stock option grants.     

Financial Leverage,CEO Compensation,and Corporate Hedging: Evidence from Real Estate Investment Trusts

This paper studies the determinants of corporate hedging practices in the REIT industry between 1999 and 2001. We find a positive significant relation between hedging and financial leverage, indicating the financial distress costs motive for using derivatives in the REIT industry. Using estimates of the Black–Scholes sensitivity of CEO’s stock option portfolios to stock return volatility and the sensitivity of CEO’s stock and stock option portfolios to stock price, we find evidence to support managerial risk aversion motive for corporate hedging in the REIT industry. Our results indicate that CEO’s cash compensation and the CEO’s wealth sensitivity to stock return volatility are significant determinants of derivative use in REITs. We also document a significant positive relation between institutional ownership and hedging activity. Further, we find that probability of hedging is related to economies of scale in hedging costs.

Board Independence and Corporate Governance: Evidence From Director Resignations

Abstract:  As is evident from recent changes in NYSE and NASDAQ listing requirements, board independence is assumed to be an important and effective governance mechanism. However, the empirical evidence regarding the value of board independence is mixed. We examine board member resignation announcements and their perceived importance in the context of firms' existing governance structures. We find that outside director resignations appear to send negative signals to market participants. However, this market reaction is less negative when the board is more independent before the departure and when institutional ownership is high, but is more negative for higher levels of officer and director ownership and CEO incentive compensation.     

Corporate Governance and Audit Fees: Evidence of Countervailing Relations

This study documents that audit fees, and hence audit quality, and governance reflect two countervailing relations, namely, a fee increase because of exogenous changes in expected liability that require greater auditing and other mechanisms to attain better governance, and a fee reduction because auditors reduce the price of risk to reflect the benefits of better governance. The study period provides an interesting setting to test these relations because it covers the passage of the Sarbanes-Oxley legislation, which imposed a substantial cost on many companies to strengthen governance, including increased auditing and internal control spending. Yet, after controlling for such increased spending, our results also suggest that better governance reduces the cost of auditing.     

标准的投资者保护制度和替代性投资者保护制度：一个概念性分析框架

基于在标准的投资者保护制度和替代性投资者保护制度之间做出的区分,本文提出了一个概念性分析框架,并对国有股权的制度安排在中国股票市场发展中的作用进行了初步的解释。标准的投资者保护制度——市场、法律和管制——固然重要,但是对于转轨国家而言,由于缺乏支撑标准的投资者保护制度运转的制度资源,利用替代性的投资者保护制度对于股票市场的早期发展就是至关重要的。     

机构投资者股权对银行公司治理与绩效的影响

在机构投资者对银行进行投资时,不同类型的机构投资者具有不同的表现.其中,QFII、证券公司、社保和保险基金都能影响银行的公司治理,促进其综合业绩的提高;证券投资基金和企业不能对这两个方面产生显著影响.在选择银行股时,证券投资基金注重银行过去综合业绩的表现,企业、社保基金和保险基金注重银行过去市场价值的增长,QFII和证券公司同时考虑了这两个方面.实行银行股权全流通,放松时机构投资者的管制,改革证券交易方面的税收制度,培养机构投资者的投资理念,有利于发挥机构投资者对银行公司治理的积极作用.     

公司管理者过度自信、过度投资行为与治理机制——来自中国上市公司的证据

本文从行为金融学视角出发,以2002~2009年中国A股上市公司为研究对象,研究管理者过度自信这一心理因素对公司过度投资行为的影响,并检验了公司内外部治理机制对它的抑制作用。研究表明,中国上市公司的管理者过度自信与公司过度投资行为之间存在显著正相关关系,而现有的公司治理机制并不能对这种非效率行为进行有效约束。本文的研究发现有助于我们更好理解中国上市公司的过度投资行为,也对如何完善中国上市公司治理机制有一定启示意义。